Contract analysis

1. Recitals and Background Reference is hereby made to the following agreements, instruments, and background facts: (a) Fairwater Manager, as Managing Member, and Prescott HP Investor, LLC, a Delaware limited liability company ("Prescott Investor"), as non-managing member, have entered into that certain Amended and Restated Operating Agreement of Harbor Point Development JV, LLC, dated as of January 12, 2026 (as may

2. Board Authorization The Board of Trustees of Fairwater Real Estate Investment Trust (the "Board") has duly authorized and approved Fairwater's participation in the JV and the equity commitment described in this Commitment Letter. Such authorization was granted pursuant to resolutions duly adopted at a meeting of the Board convened on December 18, 2025, at which a quorum of the Board was present and acting througho

3. Irrevocable Equity Commitment Fairwater hereby irrevocably and unconditionally commits to contribute, through Fairwater HP Manager, LLC, aggregate equity capital in the amount of Seventy-Two Million Dollars ($72,000,000) to Harbor Point Development JV, LLC, representing thirty percent (30%) of the total JV equity of Two Hundred Forty Million Dollars ($240,000,000) (the "Commitment Amount"). This commitment is abso

4. Capital Call Mechanics and Funding Schedule 4.1 Initial Capital Call At the closing of the initial equity funding and land acquisition for the Project (the target date for which is January 30, 2026, or such other date as may be agreed upon by the members in accordance with the Operating Agreement) (the "Initial Closing"), Fairwater shall fund, through Fairwater HP Manager, LLC, its pro rata share of the initial ca

5. Source of Funds Fairwater hereby confirms that it has, and undertakes that it will continue to maintain throughout the term of this Commitment Letter, sufficient liquidity and available financial resources to satisfy fully the aggregate Commitment Amount of Seventy-Two Million Dollars ($72,000,000) and all other obligations of Fairwater under this Commitment Letter and the other Transaction Documents. In support o

6. Default Remedies Acknowledgment Fairwater expressly acknowledges and agrees that the failure by Fairwater or Fairwater HP Manager, LLC to timely fund any capital contribution when and as due under the Operating Agreement and the Capital Contribution Agreement shall constitute a "Funding Default" as defined in the Operating Agreement. Upon the occurrence of a Funding Default by Fairwater Manager, Prescott Investor,

7. Construction Loan Equity Conditions Fairwater acknowledges that the Construction Loan to be provided by Meridian National Bank, N.A. to the JV in the aggregate principal amount of Three Hundred Thirty-Six Million Dollars ($336,000,000) contains certain conditions precedent to draws that relate to the funding of equity contributions by the members of the JV. The principal terms of the Construction Loan are summariz

8. REIT Compliance Notwithstanding any provision of this Commitment Letter to the contrary, nothing in this Commitment Letter shall be construed to require Fairwater to take any action, or to refrain from taking any action, that would cause Fairwater to fail to qualify as a real estate investment trust under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the "Code"), or that would subject

9. Representations and Warranties of Fairwater Fairwater hereby represents and warrants to Harbor Point Development JV, LLC and to Prescott HP Investor, LLC as follows, as of the date hereof and as of the date of each capital contribution funded hereunder: (a) Organization and Good Standing. Fairwater is a real estate investment trust duly organized, validly existing, and in good standing under the laws of the State

10. Third-Party Beneficiary Rights Prescott HP Investor, LLC (and its sole member, Prescott Capital Partners, LP) is an intended third-party beneficiary of this Commitment Letter. Prescott Investor is entitled to enforce the commitments, representations, warranties, and obligations set forth herein directly against Fairwater, and may bring an action for specific performance, damages, or any other available remedy in

11. No Modification; Integration This Commitment Letter may not be amended, modified, supplemented, restated, or terminated, in whole or in part, except by a written instrument duly executed by each of (i) Fairwater Real Estate Investment Trust, (ii) Fairwater HP Manager, LLC, and (iii) Prescott HP Investor, LLC. No waiver of any provision of this Commitment Letter shall be effective unless set forth in a written ins

12. Governing Law; Jurisdiction This Commitment Letter shall be governed by, and construed and enforced in accordance with, the laws of the State of Maryland, without regard to the conflict of laws rules or principles thereof that would require or permit the application of the laws of any other jurisdiction. Each of the parties hereto (and, with respect to Section 10 hereof, each intended third-party beneficiary) her

13. Notices All notices, demands, requests, consents, approvals, and other communications required or permitted to be given hereunder shall be in writing and shall be delivered in accordance with the notice provisions set forth in the Operating Agreement, to the following addresses (or to such other address as a party may designate by written notice in accordance herewith): If to Fairwater: Fairwater Real Estate Inve

14. Counterparts; Electronic Signatures This Commitment Letter may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Commitment Letter by facsimile, electronic mail in portable document format (.pdf), or other electronic transmission shall be